ProPhase: Other Events

As previously disclosed
on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 29, 2014, ProPhase Labs, Inc., a
Nevada corporation (the “Company”) and Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (the “Investor”)
entered into a new Investment Agreement (the “Investment Agreement”) and a new Registration Rights Agreement (the “Registration
Rights Agreement”), each dated May 28, 2014 between the Company and the Investor.

In connection with
the Investment Agreement and Registration Rights Agreement, the Company filed with the SEC a registration statement on Form
S-3,
which was effective on June 11, 2014, registering the resale by the Investor of the shares of Company’s common stock. Pursuant
to the Investment Agreement, the Investor committed to purchase, subject to certain restrictions and conditions, up to 3,000,000
shares of the Company’s common stock, over a period of 36 months from the effectiveness of the registration statement.

During the month of
June 2014, the Company has issued 2,500,000 shares and has realized net proceeds of approximately $3.6 million, or $1.46 per share,
which included payments to the Investor of approximately $206,000 in commissions and fees. The sales of the shares under the Investment
Agreement were deemed to be exempt from registration under the Securities Act of 1933, as amended in reliance upon Section 4(2)
(or Regulation D promulgated thereunder).

At June 27, 2014, there
are 500,000 shares of the Company’s common stock available pursuant to the Investment Agreement and Registration Rights Agreement
with the Investor for sale at the Company’s discretion, subject to the terms and requirements of the Investment Agreement.

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.